Edgar Filing: Calithera Biosciences, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Christoffersen Ralph E

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2014

3. Issuer Name and Ticker or Trading Symbol
Calithera Biosciences, Inc. [CALA]

(Last)

(First)

(Middle)

2710 SAND HILL ROAD, SUITE 100

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES A PREFERRED STOCK	Â ⁽¹⁾	Â ⁽¹⁾	COMMON STOCK	10,999	$ ⁽¹⁾	I	By Partnership ⁽²⁾
SERIES B PREFERRED STOCK	Â ⁽¹⁾	Â ⁽¹⁾	COMMON STOCK	419,181	$ ⁽¹⁾	I	By Partnership ⁽²⁾
SERIES C PREFERRED STOCK	Â ⁽¹⁾	Â ⁽¹⁾	COMMON STOCK	747,540	$ ⁽¹⁾	I	By Partnership ⁽²⁾
SERIES D PREFERRED STOCK	Â ⁽¹⁾	Â ⁽¹⁾	COMMON STOCK	634,195	$ ⁽¹⁾	I	By Partnership ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Christoffersen Ralph E 2710 SAND HILL ROAD, SUITE 100 MENLO PARK,Â CAÂ 94025	Â X	Â	Â	Â

Signatures

/s/ Ralph E. Christoffersen		10/01/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A Preferred Stock, Series B Preferred Stock, Series C Preferre Stock and Series D Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately upon the consummation of Issuer's initial public offering of Common Stock and have no expiration date.
(2)	The securities are held by Morgenthaler Venture Partners IX, L.P. (MVP IX). The managing partner of MVP IX is Morgenthaler Management Partners IX, LLC (MMP IX). Ralph E. Christoffersen, a director of the Issuer is a Member of MMP IX. As such, the Reporting Person shares voting and investment power over the securities held by MMP IX. The Reporting Person disclaims beneficial ownership of the securities held by MMP IX except to the extent of his pecuniary interest therein.

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